Clarifications

73. DPS Clause 24.2 Clause 24.2 states "The Supplier does not exclude or limit its liability in respect of the indemnity in Clause 20.2 (IPR Indemnity) and in each case whether before or after the making of a demand pursuant to the indemnity therein." We must assume from this that all other indemnities in the DPS are subject to (capped by) the limitation on liability at Clause 24.3. Is this assumption correct?

72. Previous Answer 27/10/2017 15:14 We refer to the Clarification Question and Authority Response above. Thank you for clarifying this - that is helpful. To be entirely certain will the Authority please confirm that any "Default" (as defined) is caught by the word 'default' and therefore "Defaults" are capped by the limitation on liability specified in clause 24.3.

71. Previous Answer 26/10/2017 10:48 We refer to the Clarification Question and Authority Response above. You have stated "Suppliers to established agreements will be able to continue to use that same format for MI Reporting Templates as set out in the relevant agreement." How does the Authority's answer above relate to clause 17.6? Does the Supplier have a best endeavours obligation to implement the System or not?

70. Previous Answer 27/10/2017 15:22 We refer to the Clarification Question and Authority Response above. If the Authority is not receiving Services (and nor will it ever) in the first instance - what Replacement Service will it be implementing? What costs will it incur? Please will the Authority explain?

69. Call Off Schedule 14 HSCN Mandatory Supplementary Terms: Will the Authority please explain Mandatory Supplementary Term 2.9?

68. Dynamic Purchasing System Needs - page 8 -paragraph 27 URGENT RESPONSE REQUIRED Paragraph 27 states " The report provided by the credit reference agency (Dun and Bradstreet) will be used to determine the level of financial risk you represent. If the score provided by the credit reference agency is 45 or more, then your request to participate will continue to proceed in the DPS Selection process." When you refer at paragraph 27 to "the score provided by the credit reference agency is 45 or more" to which score (on the Dun & Bradstreet Comprehensive Report) are you referring? There are a number of scores given (on the on the Dun & Bradstreet Comprehensive Report) are you referring to the "D&B Failure Score" or "D&B Delinquency Score"? We raise this because the "D&B Risk Indicator" works on value range 1, 2, 3 and 4 (and not 1 to 100).

67. DPSA Clause 24.2: On the basis, that the Supplier does not exclude or limit its liability only in respect of the indemnity in Clause 20.2 (IPR Indemnity) is it correct that liability arising under each of the other indemnities that the Supplier gives in the DPS are capped/caught by clause 24.3?

66. RM3825_DPS Template Call Off Terms: P136 Service Level % calculation for incident management - this does not consider low incident volume scenarios. If a customer only logs 2 incidents in a service period and 1 fails target, then 50% fail rate. Can you please clarify if this is the intention ?

65. RM3825_DPS Template Call Off Terms: Service Levels (from p128) - for any single impactful event with the same root cause, are service credits due on multiple service levels? For example, where an HSCN Connection Standalone Service Instance is unavailable and an incident is logged and not resolved in time, it would also be unavailable and not performing (against Jitter, Latency and PL) - so is this one event a 75% credit against one root cause?

64. RM3825_DPS Template Call Off Terms: As drafted the clause below provides no quality gate for reviewing what gets sent to the supplier. For example, we would expect to mandate a pro forma email template(s) with required triage info to achieve this. P135 para 2: For the avoidance of doubt, where the Supplier was notified of an Incident via email or, for example via a web-portal, the Supplier shall be deemed to have been notified of the Incident from the point the email or web-portal submission was received by the Supplier's Help Desk mailbox or web-portal tool, and not the point at which the Supplier logs the Incident or responds to the submission. Can you please comment.

63. RM3825_DPS Template Call Off Terms: Regarding all Incident Management service levels - there is a 100% target. Does this mean that due to clause 3.3.1 (p.126) every incident that's breached by any amount of time will require rectification plan process?

62. It seems that paragraph 2.1(k) provides that the Contracting Body will request from the Supplier (of the most economically advantageous solution) its European Single Procurement Document. In this instance the European Single Procurement Document" means the evidence for the Suppliers SQ Response. Will the Authority clarify what it means by evidence? Does it mean the SQ Response (and whatever documents were provided in support of that SQ Response) is the evidence or will the Call off Customer be looking for something more over and above that?

61. Can I access the SQ without accepting the T&Cs?

60. Call Off Schedule 14 HSCN Mandatory Supplementary Terms : Will the Authority please explain Mandatory Supplementary Term 2.9? who is the HSCN Consumer for the purpose of the Call Off Contract? Is it the Customer?

59. Call Off Schedule 9 Exit Management paragraph : We are struggling to reconcile paragraph 6.1.2 requirement at clause 4.2 of the Call Off Terms. The Supplier will have third party supply contracts in place, which are intended to expire contemporaneously with the Call Off Contract. The continuation of the Services cannot be guaranteed and it should be clear in the drafting that where such Services are allowed to run on beyond the expiry date of the Call Off Contract for the convenience of the Customer, the Customer must (i) pay for such Services at the then prevailing rate (not the fixed Call Off Contract Charges rate (as the Call Off Contract as expired); and (ii) be liable for any third party termination charges that arise as a consequence of the Services rolling on or renewing under the third party terms and then been terminated (where such termination charges arise). Will the Authority please update drafting to take account of these very practical considerations.

58. Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) paragraph 4.1 : We assume that the "fifteen percent (15%) of the Call Off Contract Charges specific to that Integrated Service Instance Set or Standalone Service Instance ..." referred to is the Call Off Contract Charges specific to that Integrated Service Instance Set or Standalone Service Instance payable for that Service Period. Is this assumption correct?

55. Call Off Terms Clause 32.2.1(a): Please confirm that clause 32.2.1(a) is capturing the Supplier's entire (aggregate) liability for all Losses as a result of all Defaults (that is each and every Default) occurring in that Contract Year.

54. Call Off Terms Clause 32.2.1(a): We note that there is no cap on Delay Payments stated and it is unclear to us how the Supplier's liability in respect of Delay Payments is limited. Will the Authority please clarify if clause 32.2.1(a) serves to cap/capture the Supplier's liability in respect of Delay Payments ie the Supplier's liability for Delay Payments is not unlimited if is capped by clause 32.2.1(a) (although it does not expressly say so)?

53. Call Off Terms Clause 32.2.1(a): We note that there is no Service Credit Cap stated and it is unclear to us how the Supplier's liability in respect of Service Credits is limited clearly the Supplier cannot accept an unlimited liability for Service Credits. Will the Authority please clarify if clause 32.2.1(a) serves to cap/capture the Supplier's liability in respect of Service Credits ie the Supplier's liability for Service Credits is not unlimited if is capped by clause 32.2.1(a) (although it does not expressly say so)?

52. Call Off Terms Clause 32.2: Call Off Terms are to be regarded in so far as the limitations on liability apply. In the interests of certainty will the Authority please confirm that any claim under an indemnity would be capped by the limitations on liability at: (a) clause 32.2.1(a) in the case of the Supplier (where the Supplier was the indemnifier); and (b) clause 32.2.2(a) (save where expressly provided for by clause 32.2.2(b)) in the case of the Customer (where the Customer was the indemnifier).